Authority; Authorization; Enforcement; Validity Clause Samples

Authority; Authorization; Enforcement; Validity. (i) The Company and each of the Subsidiaries has the requisite corporate, partnership or limited liability company power and authority to enter into and perform its obligations under this Agreement, including the issuance of the Securities, and under each of the other Transaction Documents and to consummate the Transactions. (ii) The execution and delivery of the Transaction Documents by the Company and the applicable Subsidiaries and the consummation by the Company and the Subsidiaries of the Transactions, including the reservation for issuance and the issuance of the Common Shares, the Warrant and the Warrant Shares issuable upon exercise of the Warrant, have been duly authorized by each of the Company Board, the Committee and each of the Subsidiaries’ respective boards of directors, and no further consent or authorization is required by or of the Company, any of the Subsidiaries or any of the Company Board (or any committee thereof, including the Committee) or the shareholders, any of the Subsidiaries’ boards of directors, other equityholders or holders of beneficial interests of the Company. Without limiting the foregoing, each of the Company Board and the Committee has, by the vote of a requisite majority of the directors serving thereon, (A) determined that it is in the best interests of the Company and its shareholders, and declared it advisable, to enter into this Agreement with the Investor, (B) approved the execution, delivery and performance of this Agreement and the consummation of the Transactions, including the issuance of the Common Shares and the Warrant to the Investor, and (C) approved the Transactions for purposes of Section 673 of the MBCA, including the Investor potentially becoming an “interested shareholder,” as defined in Section 011 Subd. 49 of the MBCA, pursuant to the Rights Offering or otherwise, subject to the limitations set forth in Section 4(f)(iii) of this Agreement. (iii) This Agreement and the other Transaction Documents dated on or prior to the date of this Agreement, have been duly executed and delivered by the Company and, to the extent applicable, by the Subsidiaries, and constitute the valid and binding obligations of the Company and the Subsidiaries that are party thereto, enforceable against the Company and the Subsidiaries, as applicable, in accordance with their respective terms. As of the Closing, the Warrant and any other Transaction Documents dated after the date of this Agreement and on or prior to the date o...